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                                                              EXHIBIT 3.8

                      CERTIFICATE OF DESIGNATIONS, POWERS,
                             PREFERENCES AND RIGHTS
                                     OF THE
                         FLOATING RATE PREFERRED STOCK
                   ($10,000 liquidation preference per share)

                                       OF

                              LEHMAN BROTHERS INC.
                             ----------------------

                         Pursuant to Section 151 of the
                General Corporation Law of the State of Delaware

        LEHMAN BROTHERS INC., a Delaware corporation having its registered
office at 1209 Orange Street, in the City of Wilmington, in the County of New
Castle (the "Corporation"). HEREBY CERTIFIES that resolutions were duly adopted
by the Board of Directors of the Corporation pursuant to the authority
conferred upon the Board of Directors of the Corporation by the provisions of
the Restated Certificate of Incorporation of the Corporation, as follows:

                RESOLVED, that the Corporation be, and it hereby is, authorized
        to offer, issue and sell a series of Preferred Stock of the Corporation
        and the Board of Directors hereby fixes the designation, number of
        shares, voting powers and the other powers, preferences and relative,
        participating, optional or other special rights, and the qualifications,
        limitations and restrictions thereof (in addition to those set forth in
        the Certificate of Incorporation of the Corporation which may be
        applicable to such series) as follows:

        1.       Designation and Number of Shares. The designation of such
series shall be the Floating Rate Preferred Stock (the "Floating Rate Preferred
Stock") and the authorized number of shares constituting such series shall be
one hundred (100). The Board reserves the right by from time to time to increase
or decrease the number of shares that constitute the Floating Rate Preferred
Stock (but not below the number of shares thereof then outstanding) within the
limitations provided by law, this resolution and the Restated Certificate of
Incorporation.

        2.       Dividends. Dividends on each share of Floating Rate Preferred
Stock shall be cumulative from the date of mutual issuance of such share and
shall be payable annually, when and as declared by the Board of Directors or a
duly authorized committee thereof out of funds legally available therefor, in
cash on April 15 of each year, commencing April 15, 1997 (each a "Dividend
Payment Date"), to holders of record on such record date, not exceeding 30 days
preceding the payment thereof, as shall be fixed by the Board of Directors or
a duly authorized committee thereof, at a rate equal to the Federal Funds Daily
Rate in effect on the record date less 0.25% per annum per share on the
liquidation preference of $10,000 per share. If any date on which dividends
would otherwise be payable shall be or be declared a national or New York
State holiday, or if banking institutions in the State of New York shall be
closed because of a banking moratorium or otherwise on such date, then the
Dividend Payment Date shall be the next succeeding day on which such banks
shall be open. Accumulated and unpaid dividends shall not bear interest.

        If there shall be outstanding shares of any other class or series of
preferred stock of the Corporation ranking on a parity as to dividends with the
Floating Rate Preferred Stock, the Corporation, in making any dividend payment
on account of arrears on the Floating Rate Preferred Stock or such other class
or series of preferred stock, shall make payments ratably upon all outstanding
shares of Floating Rate Preferred Stock and such other class or series of
preferred stock in proportion to the respective amounts of dividends in arrears
upon all such outstanding shares of Floating Rate Preferred Stock and such other
class or series of preferred stock to the date of such dividend payment.
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        3.      LIQUIDATION PREFERENCE. In the event of any liquidation,
dissolution or winding up of the Corporation, voluntary or involuntary, the
holders of the Floating Rate Preferred Stock shall be entitled to receive  out
of the assets of the Corporation available for distribution to its
stockholders, before any distribution of assets is made to the holders of the
common stock or any other shares of stock of the Corporation ranking as to such
distribution junior to the Floating Rate Preferred Stock, an amount equal to
$10,000 per share (the "Liquidation Preference") plus an amount equal to any
accrued and accumulated but unpaid dividends thereon to the date of final
distribution. The holders of the Floating Rate Preferred Stock shall not be
entitled to receive the Liquidation Preference and such accrued dividends,
however, until the liquidation preference of any other class of stock of the
Corporation ranking senior to the Floating Rate Preferred Stock as to the
rights upon liquidation, dissolution or winding up shall have been paid (or a
sum set aside therefor sufficient to provide for payment) in full.

        After payment of the full amount of the Liquidation Preference and such
dividends, the holders of shares of Floating Rate Preferred Stock will not be
entitled to any further participation in any distribution of assets by the
Corporation. If upon any voluntary or involuntary liquidation, dissolution or
winding up of the Corporation, the assets available for distribution shall be
insufficient to pay in full the amounts payable with respect to the Floating
Rate Preferred Stock and any other shares, shall share ratably in accordance
with the respective amounts which would be payable on such shares if all
amounts payable thereon were paid in full. Consolidation or merger of the
Corporation with or into one or more other corporations, or a sale, whether
for cash, shares of stock, securities or properties, of all or any part of the
Corporation's assets shall not be considered a liquidation, dissolution or
winding up of the Corporation within the meaning of this Section 3 if the
preferences of the holders of shares of Floating Rate Preferred Stock are not
impaired thereby.

        4.      CONVERSION. The Floating Rate Preferred Stock is not
convertible into, or exchangeable for, other securities or property.

        5.      VOTING RIGHTS. The Floating Rate Preferred Stock shall have no
voting rights except as otherwise required by law.

        6.      REDEMPTION. The shares of Floating Rate Preferred Stock owned
by any holder of record may be redeemed by the Corporation, at any time at its
option and subject to New York Stock Exchange approval at an amount equal to
$10,000 per shares plus, in each case, an amount equal to all and accumulated
and unpaid dividends to, but excluding, the date fixed for redemption, upon
the occurrence of any of the following events: (i) without the prior written
consent of the Corporation the holder of such shares ceases to clear all of its
securities transactions through the Corporation, (ii) dissolution, bankruptcy
or insolvency of such holder, (iii) any violation by such holder of any
agreement made by such holder with the Corporation or if the holder has been
determined by any of the exchanges or associations or other institutions with
which the Corporation has or may have membership privileges or other
privileges to have violated any agreement made by such holder therewith, (iv)
the holder shall have been suspended or expelled from any of the exchanges or
associations or other institutions with which the Corporation has membership
privileges, (v) such holder ceases to be considered a "creditor" as defined in
Regulation T promulgated by the Board of Governors of the Federal Reserve
System pursuant to the Securities Exchange Act of 1934, or (vi) the Corporation
shall determine in good faith that it is necessary or desirable for the welfare
of the Corporation or the attainment of a corporate objective that such holder
shall cease to be such a holder.

        The holders of shares of Floating Rate Preferred Stock at the close of
business on a Dividend Payment Record Date shall be entitled to receive the
dividend payable on such shares on the corresponding Dividend Payment Date
notwithstanding the call for redemption thereof (except that holders of shares
called for redemption on a date occurring between such Record Date and the
Dividend Payment Date shall not be entitled to receive such dividend on such
Dividend Payment Date) or the Corporation's default in payment of the dividend
due on such Dividend Payment Date.



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        In the event the Corporation shall redeem shares of Floating Rate
Preferred Stock, written notice of such redemption shall be given by first
class mail, postage prepaid, mailed not less than 30 days nor more than 60 days
prior to the redemption date, to each holder of record of the shares to be
redeemed at such holder's address as the same appears on the stock books of the
Corporation; provided, however, that no failure to give such notice nor any
defect therein shall affect the validity of the proceeding for the redemption
of any shares of Floating Rate Preferred Stock to be redeemed except as to the
holder to whom the Corporation has failed to mail said notice or except as to
the holder whose notice was defective. Each such notice shall state: (a) the
redemption date; (b) the number of shares of Floating Rate Preferred Stock to
be redeemed and, if less than all the shares held by such holder are to be
redeemed from such holder, the number of shares to be redeemed from such
holder, (c) the redemption price and any accumulated and unpaid dividends to
the redemption date; (d) the place or places where certificates for such
shares are to be surrendered for payment of the redemption price; and (e) that
dividends on the shares to be redeemed will cease to accrue on such redemption
date (unless the Corporation shall default in providing funds for the payment
of the redemption price of the shares called for redemption at the time and 
place specified in such notice).

        7.      Rights of First Refusal.  If at any time after the date hereof
a holder of shares of Preferred Stock (the "Seller") desires to cease clearing
operations through the Corporation and receives an offer to purchase any or all
of its shares of Preferred Stock (the "Offered Shares") from an entity (the
"Prospective Purchaser") that desires to begin or increase its clearing
operations through the Corporation, and if the Seller desires to accept such
offer, the Seller shall give prompt written notice (a "Notice of Offer") to the
Corporation which Notice of Offer shall include the terms of the sale and the
name of the Prospective Purchaser. The Notice of Offer shall be deemed to be an
irrevocable offer to sell the Offered Shares to the Corporation, and the
Corporation shall have the irrevocable and exclusive option, as hereinafter
provided, to buy all but not less than all of the Offered Shares at a price
equal to the liquidation value plus accumulated dividends, if any.

        Within ninety (90) days following the date on which the Corporation
receives the Notice of Offer (the "Notice Date"), the Corporation shall notify
the Seller whether the Corporation elects to purchase the Offered Shares (a
"Corporation Acceptance"). If the Seller does not receive a Corporation
Acceptance within such 90-day period, the Corporation shall be deemed to have
declined to purchase any of the Offered Shares and within 10 days of the
expiration of such 90-day period shall furnish the Seller with a written
consent approving the sale of the Offered Shares to the Prospective Purchaser.
A Corporation Acceptance shall be deemed to be an irrevocable commitment to
purchase the Offered Shares from the Seller.

        Upon the exercise by the Corporation of its right of first refusal in
accordance with this paragraph 7, the Corporation shall be legally obligated to
consummate the purchase and sale contemplated thereby and shall use its best
efforts to secure any approvals required in connection therewith. If the
Corporation does not exercise its right of first refusal with respect to all of
the Offered Shares within the time specified for such exercise, the Seller
shall be free upon the receipt of a written consent from the Corporation,
during a period of ninety (90) days following the expiration of the last day
for such exercise, to sell the Offered Shares, but only to the Prospective
Purchaser specified in the Notice of Offer.

        The closing of the purchase of any Shares by the Corporation pursuant
to this paragraph 7 shall take place on such date within 30 days after the
expiration of the 90-day period following the Notice Date. The Corporation
shall deliver to the Seller, in full payment of the purchase price for the
shares of Preferred Stock purchased by the Corporation, cash or other
immediately available funds in the full amount of the purchase price.

        8.      Designation by Corporation of Other Purchasers.  Whenever the
Corporation shall be entitled to purchase any shares of Preferred Stock upon
the exercise of any right or option arising pursuant hereto, the Corporation
may designate such other person or persons as purchasers of all or any part of
such shares.

        9.      Restrictions on Transfer.  The shares of Preferred Stock shall
be issued only in the name of the beneficial owner, and no transfer of such
shares shall be effected except on the stock books of the Corporation upon
surrender of the stock certificates duly endorsed, and all shares of the
Preferred Stock shall at all times be held subject to all agreements and
restrictions set forth in this Certificate of Designations and in the Restated
Certificate 

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of Incorporation, as amended from time to time, the provisions of which shall at
all times apply equally both as to an original holder of shares and to each and
every subsequent holder thereof, and each holder of shares of the Preferred
Stock, by the acceptance of a stock certificate representing shares of the
Corporation's Preferred Stock, agrees with the Corporation and with each other
holder of shared of Preferred Stock, in consideration of such agreement of each
such other holder of shares of Preferred Stock, to such agreements, conditions
and restrictions as contained in this Certificate of Designations and in the
restated Certificate of Incorporation.

     10.     Reissuance of Shares    Shares of Floating Rate Preferred Stock
that have been issued and reacquired in any manner, including shares purchased
or redeemed, shall (upon compliance with any applicable provisions of the laws
of the State of Delaware) have the status of authorized and unissued shares of
the class of Preferred Stock undesignated as to Floating Rate and may be
redesignated and reissued as part of any series of the preferred stock.

     IN WITNESS WHEREOF, Lehman Brothers Inc. has caused this certificate to be
signed by Jennifer Marre, Vice President, and attested by Karen C. Manson, its
Secretary, this 30th day of April, 1996.


                                                 /s/ Jennifer Marre
                                                 ------------------------------
                                                 Jennifer Marre, Vice President


ATTEST:

/s/ Karen C. Manson
----------------------------
Karen C. Manson, Secretary


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